Freedom Forever Procurement LLC v. Silfab Solar Inc.
3:24-cv-02452
S.D. Cal.Apr 14, 2025Background
- Plaintiff, Freedom Forever Procurement LLC (FFP), is a residential solar power company that alleges it contracted repeatedly with Defendant Silfab Solar Inc. for solar module supplies.
- FFP claims Silfab agreed to deliver specific quantities of solar modules, but underdelivered significantly, forcing FFP to breach customer contracts and redesign systems using alternate, costlier modules.
- FFP filed suit in the Southern District of California, asserting breach of contract and related claims, arguing the relevant business activities giving rise to the dispute took place in that district.
- Silfab moved to dismiss the case for improper venue under Rule 12(b)(3) and 28 U.S.C. § 1406(a), citing a forum selection clause requiring litigation in Canada.
- Plaintiff opposed, arguing the cited procedural rules were inapplicable, the venue was proper under federal law, and the forum clause was not part of the binding contract.
- The court decided the motion based solely on the procedural correctness of the dismissal request, not the enforceability of any alleged forum selection clause.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether dismissal is appropriate under Rule 12(b)(3) and § 1406(a) when venue is proper under § 1391 | Venue is proper; Rule 12(b)(3) and § 1406(a) only apply to improper venue | Forum selection clause requires dismissal to Canadian forum | Denied: Venue is proper; 12(b)(3)/1406(a) not appropriate here |
| Is the forum selection clause enforceable | Clause not part of contract | Clause is enforceable and binding | Not reached; ruled on procedural grounds |
| Proper procedure for enforcing non-federal forum-selection clause | Forum non conveniens doctrine exclusively applies for non-federal transfer | Rule 12(b)(3) is correct mechanism for foreign forum clause | Court agrees with Plaintiff; forum non conveniens is required |
Key Cases Cited
- Atl. Marine Const. Co. v. U.S. Dist. Ct. for W. Dist. of Texas, 571 U.S. 49 (2013) (holding that a federal court cannot dismiss for improper venue under § 1406(a) or Rule 12(b)(3) if venue is proper under § 1391, even in the presence of a forum selection clause; proper enforcement to a non-federal forum is via forum non conveniens)
- Piper Aircraft Co. v. Reyno, 454 U.S. 235 (1981) (discussing factors relevant to forum non conveniens analysis)
- Sinochem Int’l Co. v. Malaysia Int’l Shipping Corp., 549 U.S. 422 (2007) (explaining codification of forum non conveniens doctrine for federal courts via § 1404(a))